Consultant and Consultant s employees shall inform District of their proposed activities and location at the school site, allowing District time to arrange site visits without a disruption to the educational process;
Consultant and Consultant s respective Subconsultants shall attend all key construction events as necessary to ascertain the progress of the Project and to determine in general if the Work is proceeding in accordance with the Contract Documents and the Project Schedule. A minimum of at least one site visit per week will be required by Consultant. In addition to the required weekly site visit, Consultant shall make additional site visits as required to ascertain the progress and quality of the Contractor's installation or construction of key building systems, assemblies and components, attend pre-installation conferences and other site meetings as established by the Contract Documents, and to assist the Contract Administrator as requested in other site related administration of the Contract. The Subconsultant(s) will be required to visit the site at least once a week when their respective portion of the work is in progress.
Consultant and Consultant. S signators represent that the signators hold the positions set forth below their signatures and are authorized to execute this First Amendment to Agreement on behalf of CONSULTANT and to bind CONSULTANT hereto.
Consultant and Consultant s officers and other agents will hold all Confidential Information in strict confidence and not disclose it to any third party (other than Consultant’s advisors, representatives and counsel, provided Consultant ensures that each advisor, representative or counsel in receipt of Confidential Information promises to comply with all confidentiality obligations herein), except as approved in writing by Company or as required by law. Consultant further agrees that Consultant will not use Confidential Information for any purpose other than to perform the Services. Consultant shall only permit access to Confidential Information and this Agreement to those of its employees or authorized representatives having a need to know such information and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein. Consultant further agrees to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of Confidential Information. In the event Consultant receives a request or demand by subpoena, document request, or otherwise for the production or disclosure of any Confidential Information, Consultant shall not produce such Confidential Information without first notifying Company and enabling Company to secure protective custody and controlled access. Further, any compelled disclosure shall be limited strictly to the permissible request and pursuant to the assertion of all rights and privileges applicable thereto, as Company shall direct. Notwithstanding anything to the contrary in this Agreement, neither Consultant nor its officers or agents will be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that: (a) is made in confidence to a federal, state, or local official, or to an attorney, so long as the disclosure is made for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed under seal in a lawsuit or similar legal proceeding. Further, in the event Consultant or any of its agents or officers file a lawsuit arising from the reporting of a suspected violation of law by the Company or its affiliated entities, Consultant or its agents or officers may disclose the Company’s Confidential Information to its/their attorneys and in connection with such legal proceeding so long as the Confidential Information is filed u...
Consultant and Consultant s subcontractors shall provide the Commission with 24-hour contact number(s) for Consultant’s key personnel and an acceptable means of emergency “on-call” communication with the Commission’s designated project manager.
Consultant and Consultant. Director shall avoid any impropriety or conflicts that would reasonably be expected to have a material adverse affect on the Company or the Business. Consultant and Consultant Director shall act in Company’s best interests in the furtherance of the Business and shall not (i) make representations about the Company or its business that are untrue, misleading or inconsistent with written materials prepared by Company, (ii) disparage any competitor of Company or (iii) take any other action that would reasonably be expected to damage the reputation or goodwill of the Company.
Consultant and Consultant s Representative hereby indemnify the Company and holds it harmless from any and all losses, suits, actions, judgments, penalties, fines, costs, damages, liabilities or claims of any kind or nature, whether joint or several (Including, without limitation, reasonable legal or any other expenses incurred by the Company in connection with the preparation for or defense of any actions, claim or proceeding, whether or not resulting in any all liability) to which the Company may become subject or liable or which may be incurred by or assessed against the Company under any statute, common law, contract or otherwise arising out of (a) Consultant's performance (or Consultant's Representative's performance on behalf of Consultant) of the services in connection with the Prior Consulting Services or the Consulting Services pursuant to this Agreement, including, without limitation, any actions or omissions by Consultant's Representative, (b) Consultant's failure to make or pay all contributions, tax payments, estimated tax payments or other tax liabilities, pay compensation and provide benefits to its employees and agents, or comply with applicable immigration, labor, and employment laws, rules and regulations as required by Section 5 of this Agreement, (c) Consultant's and/or the Consultant's Representative's breach of any of the provisions of Section 10, or (iv) the Consultant's and/or the Consultant's Representative's material breach of any of the other representations, terms or provisions of this Agreement or the arrangement pertaining to the Prior Consulting Services. The indemnity and expense reimbursement agreement and obligations set forth herein shall be in addition to any other rights, remedies or indemnification that the Company may have or be entitled to at common law or otherwise.
Consultant and Consultant s affiliate Red Sky Holdings, LLC) have previously entered into Restricted Stock Purchase Agreements dated July 24, 2002 (the "Restriction Agreements") pursuant to which Consultant and Red Sky Holdings, LLC purchased shares of FS2 capital stock from FS2. Those shares have since been converted into shares of Onelink common stock and remain subject to Transfer Restrictions and a Right of Repurchase as such terms are defined in the Restriction Agreements. The Restriction agreements are intended to provide material incentives for Consultant to remain in the service of Onelink.
Consultant and Consultant s employees shall not use student restroom facilities; and
Consultant and Consultant s agents, personnel, employee(s), and/or subconsultant(s) shall maintain the confidentiality of all information received in the course of performing the Services (“Confidential Information”), and shall not disclose Confidential Information, including information derived from Confidential Information, to any person not a party to this Agreement without the express prior written consent of District, except as required by law or as necessary for Consultant’s agents, personnel, employee(s), and/or subconsultant(s) to perform the Services. If Consultant or any of Consultant’s agents, personnel, employee(s), and/or subconsultant(s) is served with any subpoena, court order, or other legal process seeking disclosure of any Confidential Information, both Consultant and the person served shall each promptly send to District notice(s) of the legal process, but in no event shall do so any later than forty-eight (48) hours or such shorter time frame as necessary so that District may exercise any applicable legal rights and remedies. Consultant shall require its agents, personnel, employee(s), and/or subconsultant(s), as a condition of their retention, appointment, employment, or contract, to agree to comply with the provisions of this Section, and shall not permit its agents, personnel, employee(s), and/or subconsultant(s) access to Confidential Information in the absence of such agreement being effective. The obligations imposed in this Section shall survive the termination of this Agreement.
